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!J REVISED SALE AND DEVELOPMENT AGREEMENT THIS REVISED SALE AND DEVELOPMENT AGREEMENT (the "Revised Agreement") is made this _ day of August, 2009 by and between PORT CENTER ONE ASSOCIATES, LLC, a Virginia limited liability company (the "Seller"), PORT CENTER TWO, LLC, a Virginia limited liability company ("Seller's Affiliate"), and THE CITY OF PORTSMOUTH, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "City"). - RECITALS - A. The parties entered into a Sale and Development Agreement dated January 8, 2008 (1ater amended on March 6, 2009) for the purpose of having Seller modify and adapt an existing building on certain property owned by the Seller and Seller's Affiliate located at 415 PortCentre Parkway, Portsmouth, Virginia (the "Property") so that it could be used as a Circuit Court building for the Judges and Clerk of Portsmouth Circuit Court (together, the "Prior Agreement"). Pursuant to the Prior Agreement, the City has been paying to Seller an Availability Charge (defined below) in order to reserve the Property for development and use as a Courthouse. B. The Prior Agreement was entered into in the context of a pending court case brought by the Commonwealth of Virginia concerning the condition of the present Portsmouth courts, styled Commonwealth o/Virginia v. Dr. James W Holley, IlL et ai, Case #CL08001498-00 in Portsmouth Circuit Court (the "Court Case"). As a result of a settlement reached in that case, the City will now have Seller modify, adapt, and enlarge the building on the Property so that it may be used for a Circuit Court, a General District Court, and a Juvenile and Domestic Relations Court, together with the Clerk's Offices for those courts (the "Development Work"), all to be developed and completed simultaneously and not in phases over a multi-year period. C. Because of these changed conditions, the parties desire to replace the Prior Agreement with this Revised Agreement. Wherefore, in consideration of the mutual promised referred to herein, the parties do hereby AGREE as follows: -AGREEMENT- Prior Agreement Rescinded and Replaced. The Prior Agreement is hereby rescinded and replaced by this Revised Agreement. The Prior Agreement shall be of no further force or effect, except that it may be referred to if necessary for interpretation of this instrument. ARTICLE I: DEFINITIONS Defined Terms. In addition to the terms defined elsewhere herein, as used herein and in the Exhibits annexed hereto, the following terms shall have the following meanings, unless -1- Draft #4.1